Exhibit 10.1


 


BLUEROCK RESIDENTIAL GROWTH REIT, INC.


 


Up to $150,000,000 of Units, consisting
of 150,000 Shares of Series B Redeemable Preferred Stock, par value $.01 per share, and Warrants to Purchase 3,000,000 shares of
Class A Common Stock


 


DEALER MANAGER AGREEMENT


 


December 17, 2015


 


Bluerock Capital Markets, LLC


17900 Skypark Circle, Suite 260


Irvine, California 92614


 


Ladies and Gentlemen:


 


Bluerock Residential Growth REIT, Inc.
a Maryland corporation (the “Company”), has proposed to offer for public sale (the “Offering”)
a maximum of $150,000,000 of Units, consisting of 150,000 Shares of Series B Redeemable Preferred Stock, $0.01 par value per share
(the “Series B Redeemable Preferred Stock”), and Warrants to purchase 3,000,000 Shares of Class A Common Stock
(the “Warrants,” and together with the Series B Redeemable Preferred Stock, the “Units”). Each Unit consists
of (i) one share of Series B Redeemable Preferred Stock, with a liquidation preference of $1,000 per share, and (ii) one Warrant
to purchase 20 shares of Class A common stock, $0.01 par value per share (each a “Class A Share”). The Units are to
be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as
the managing dealer and the broker-dealers participating in the Offering (the “Participating Broker-Dealers”)
at a price of $1,000.00 per Unit.  The price at which Units will be offered and sold is subject in certain circumstances
to discounts based upon certain categories of purchasers.  


 


The Company is the sole general partner
of Bluerock Residential Holdings, L.P., a Delaware limited partnership that serves as the Company’s operating partnership
subsidiary (the “Operating Partnership”).  The Company and the Operating Partnership hereby jointly
and severally agree with you, the Dealer Manager, as follows:


 


1.             Representations and
Warranties of the Company and the Operating Partnership.


 


The Company and the Operating Partnership
hereby jointly and severally represent and warrant to the Dealer Manager and each Participating Broker-Dealer with whom the Dealer
Manager has entered into or will enter into a Participating Broker-Dealer Agreement (the “Participating Broker-Dealer
Agreement”) substantially in the form attached as Exhibit A to this Agreement, as of the date hereof
and at all times during the Offering Period, as that term is defined in Section 5.1 below (provided that, to the extent such representations
and warranties are given only as of a specified date or dates, the Company and the Operating Partnership only make such representations
and warranties as of such date or dates as follows):


 


1.1        Compliance
with Registration Requirements.  A registration statement on Form S-3 (Registration No. 333-200359), including a
preliminary prospectus, for the registration of the Units has been prepared by the Company in accordance with applicable requirements
of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of
the Securities and Exchange Commission (the “Commission”) promulgated thereunder (the “Securities Act
Regulations”), and was initially filed with the Commission on November 19, 2014 and first declared effective by the Commission
on December 19, 2014 (the “Registration Statement”).  The Company has prepared and filed such amendments
thereto, if any, and such amended prospectuses, if any, as may have been required to the date hereof and will file such additional
amendments and supplements thereto as may hereafter be required.  As used in this Agreement, the term “Registration
Statement” means the Registration Statement, as amended through the date hereof, except that, if the Company files any post-effective
amendments to the Registration Statement, “Registration Statement” shall refer to the Registration Statement as so
amended by the last post-effective amendment declared effective; the term “Effective Date” means the applicable date
upon which the Registration Statement or any post-effective amendment thereto is or was first declared effective by the Commission;
the term “Prospectus” means the base prospectus, as amended or supplemented, on file with the Commission at the Effective
Date of the Registration Statement (including financial statements, exhibits and all other documents related thereto filed as a
part thereof or incorporated therein), except that if the base prospectus is amended or supplemented after the Effective Date in
respect of the offering of the Units and the Class A Common Stock issuable upon exercise of the Warrants (and collectively, the
“Offered Securities”); the term “Prospectus” shall refer to the base prospectus as amended or supplemented
to date, collectively with any prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Regulations in respect
of the Offering and the Offered Securities (each a “Takedown Supplement”), from and after the date on which it shall
have been filed with the Commission; the term “preliminary Prospectus” as used herein shall mean a preliminary prospectus
related to the Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time
as part of the Registration Statement; and the term “Filing Date” means the applicable date upon which the base prospectus
or any Takedown Supplement is filed with the Commission. As of the date hereof, the Commission has not issued any stop order suspending
the effectiveness of the Registration Statement and no proceedings for that purpose have been instituted or are pending before
or threatened by the Commission under the Securities Act.


 




     


     


    

 


The Registration Statement
and the Prospectus, and any further amendments or supplements thereto, will, as of the applicable Effective Date or Filing Date,
as the case may be, comply in all material respects with the Securities Act and the Securities Act Regulations; the Registration
Statement does not, and any amendments thereto will not, in each case as of the applicable Effective Date, contain an untrue statement
of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein not misleading; and the Prospectus does not, and any amendment or supplement thereto will not, as of the applicable Filing
Date, contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that the Company and the Operating Partnership make no warranty or representation with respect to any statement contained in the
Registration Statement or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with
information furnished in writing to the Company by the Dealer Manager or any Participating Broker-Dealer expressly for use in the
Registration Statement or the Prospectus, or any amendments or supplements thereto.


 


1.2        Documents
Incorporated by Reference. The documents incorporated or deemed to be incorporated by reference in the Prospectus (if any),
at the time they are hereafter filed with the Commission, will comply in all material respects with the requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder
(the “Exchange Act Rules and Regulations”), and, when read together with the other information in the Prospectus,
at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment
to the Registration Statement, did not and will not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 


1.3        Compliance
with the Securities Act, Etc. (i) On (A) each applicable Effective Date, (B) the date of the preliminary Prospectus, (C) the
date of the Prospectus, and (D) the date any supplement to the Prospectus is filed with the Commission, the Registration Statement,
the Prospectus and any amendments or supplements thereto, as applicable, have complied, and will comply, in all material respects
with the Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the Exchange Act Rules and Regulations,
as applicable; and (ii) the Registration Statement does not, and any amendment thereto will not, in each case as of the applicable
Effective Date, include any untrue statement of material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the
Prospectus does not, and any amendment or supplement thereto will not, as of the applicable filing date, include any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading; provided, however, that the foregoing
provisions of this Section 1.3 will not extend to any statements contained in, incorporated by reference in or
omitted from the Registration Statement, the Prospectus or any amendment or supplement thereto that are based upon written information
furnished to the Company by the Dealer Manager expressly for use therein.


 


1.4        Securities
Matters. There has not been (i) any request by the Commission for any further amendment to the Registration Statement or the
Prospectus or for any additional information, (ii) any issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or, to the Company’s knowledge, threat of any proceeding for that purpose,
or (iii) any notification with respect to the suspension of the qualification of the Units for sale in any jurisdiction or any
initiation or, to the Company’s knowledge, threat of any proceeding for such purpose. The Company is in compliance in all
material respects with all federal and state securities laws, rules and regulations applicable to it and its activities, including,
without limitation, with respect to the Offering and the sale of the Units.


 


 




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1.5        Good
Standing of the Company and the Operating Partnership.  The Company is a corporation duly organized and validly existing
under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland,
with full power and authority to conduct its business as described in the Prospectus and to enter into this Agreement and to perform
the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Company and is a legal,
valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally,
and by general equitable principles, and except to the extent that the enforceability of the indemnity provisions and the contribution
provisions contained in Sections 7 and 8 of this Agreement, respectively, may be limited under applicable securities laws.


 


The Operating Partnership
is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, with full
power and authority to conduct its business as described in the Prospectus and to enter into this Agreement and to perform the
transactions contemplated hereby; as of the date hereof the Company is the sole general partner of the Operating Partnership; this
Agreement has been duly authorized, executed and delivered by the Operating Partnership and is a legal, valid and binding agreement
of the Operating Partnership enforceable against the Operating Partnership in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally,
and by general equitable principles, and except to the extent that the enforceability of the indemnity provisions and the contribution
provisions contained in Sections 7 and 8 of this Agreement, respectively, may be limited under applicable securities laws.


 


Each of the Company and
the Operating Partnership has qualified to do business and is in good standing in every jurisdiction in which the ownership or
leasing of its properties or the nature or conduct of its business, as described in the Prospectus, requires such qualification,
except where the failure to do so would not have a material adverse effect on the condition, financial or otherwise, results of
operations or cash flows of the Company and the Operating Partnership taken as a whole (a “Material Adverse Effect”).


 


1.6        Authorization
of Series B Redeemable Preferred Stock and Warrants. Series B Redeemable Preferred Stock and Warrants have been duly authorized
and, when issued and sold as contemplated by the Prospectus and upon payment therefor as provided in this Agreement and the Prospectus,
will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus. The
Class A Shares issuable on exercise of the Warrants or in redemption of the Series B Redeemable Preferred Stock have been duly
authorized and, when issued and sold (in the case of the Warrants) as contemplated by the Prospectus, will be validly issued, fully
paid and nonassessable and will conform to the description thereof contained in the Prospectus.


 


1.7        Absence
of Defaults and Conflicts.  The Company is not in violation of its charter or its bylaws and the execution and delivery
of this Agreement, the issuance, sale and delivery of the Units or the Class A Shares issuable on exercise of the Warrants, the
consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not violate
the terms of or constitute a breach or default under: (a) its charter or bylaws; or (b) any indenture, mortgage, deed of trust,
lease, or other material agreement to which the Company is a party or to which its properties are bound; or (c) any law, rule or
regulation applicable to the Company; or (d) any writ, injunction or decree of any government, governmental instrumentality or
court, domestic or foreign, having jurisdiction over the Company except, in the cases of clauses (b), (c) and (d), for such violations
or defaults that, individually or in the aggregate, would not result in a Material Adverse Effect.


 


The Operating Partnership
is not in violation of its certificate of limited partnership or its partnership agreement and the execution and delivery of this
Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Operating
Partnership will not violate the terms of or constitute a breach or default under: (a) its certificate of limited partnership or;
(b) its partnership agreement; or (c) any indenture, mortgage, deed of trust, lease, or other material agreement to which the Operating
Partnership is a party or to which its properties are bound; or (d) any law, rule or regulation applicable to the Operating Partnership;
or (e) any writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction
over the Operating Partnership except, in the cases of clauses (b), (c), (d) and (e), for such violations or defaults that, individually
or in the aggregate, would not result in a Material Adverse Effect.


 




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1.8        REIT
Compliance.  The Company is organized in a manner that conforms with the requirements for qualification as a real
estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”),
and the Company’s intended method of operation, as set forth in the Prospectus, would enable it to meet the requirements
for taxation as a REIT under the Code.  The Operating Partnership will be treated as a partnership for federal income
tax purposes and not as a corporation or association taxable as a corporation.


 


1.9        No
Operation as an Investment Company.  The Company is not and does not currently intend to conduct its business so
as to be, an “investment company” as that term is defined in the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment
company” within the meaning of the Investment Company Act of 1940.


 


1.10        Absence
of Further Requirements.  As of the date hereof, no filing with, or consent, approval, authorization, license, registration,
qualification, order or decree of any court, governmental authority or agency is required for the performance by the Company or
the Operating Partnership of their respective obligations under this Agreement or in connection with the issuance and sale by the
Company of the Units, except such as may be required under the Securities Act, Securities Act Regulations, the Exchange Act, the
Exchange Act Rules and Regulations, the rules of the Financial Industry Regulatory Authority (“FINRA”) or applicable
state securities laws or where the failure to obtain such consent, approval, authorization, license, registration, qualification,
order or decree of any court, governmental authority or agency would not have a Material Adverse Effect.


 


1.11        Absence
of Proceedings.  Unless otherwise described in the Prospectus, there are no actions, suits or proceedings pending
or, to the knowledge of the Company or the Operating Partnership, threatened against either the Company or the Operating Partnership
at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental
body, domestic or foreign, which would have a Material Adverse Effect.


 


1.12        Financial
Statements.  The financial statements of the Company included in the Registration Statement and the Prospectus including
without limitation those financial statements incorporated by reference to the Company’s reports filed pursuant to the Exchange
Act, together with the related notes, present fairly the financial position of the Company, as of the date specified, in conformity
with generally accepted accounting principles applied on a consistent basis and in conformity with Regulation S-X of the Commission.  No
other financial statements or schedules are required by Form S-3 or under the Securities Act Regulations to be included in the
Registration Statement, the Prospectus or any preliminary prospectus.


 


1.13      [Reserved].


 


1.14      Independent
Accountants. BDO USA, LLP, an independent registered public accounting firm, or such other independent accounting firm that
has audited and is reporting upon any financial statements included or to be included in the Registration Statement or the Prospectus
or any amendments or supplements thereto, shall be as of the applicable Effective Date or Filing Date, and shall have been during
the periods covered by their report included in the Registration Statement or the Prospectus or any amendments or supplements thereto,
independent public accountants with respect to the Company within the meaning of the Securities Act and the Securities Act Regulations.


 


1.15      No
Material Adverse Change in Business.  Since the respective dates as of which information is provided in the Registration
Statement and the Prospectus or any amendments or supplements thereto, except as otherwise stated therein, (a) there has been no
material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Company or the
Operating Partnership, whether or not arising in the ordinary course of business, and (b) there have been no transactions entered
into by the Company or the Operating Partnership which could reasonably result in a Material Adverse Effect.


 




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1.16      Material
Agreements.  There are no contracts or other documents required by the Securities Act or the Securities Act Regulations
to be described in or incorporated by reference into the Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement which have not been accurately described in all material respects in the Prospectus or incorporated
or filed as required.  Each document incorporated by reference into the Registration Statement or the Prospectus complied,
as of the date filed, in all material respects with the requirements as to form of the Exchange Act, and the Exchange Act Rules
and Regulations.


 


1.17      Reporting
and Accounting Controls.  Each of the Company and the Operating Partnership has implemented controls and other procedures
that are designed to ensure that information required to be disclosed by the Company in supplements to the Prospectus and amendments
to the Registration Statement under the Securities Act and the Securities Act Regulations, the reports that it files or submits
under the Exchange Act and the Exchange Act Rules and Regulations and the reports and filings that it is required to make under
the applicable state securities laws in connection with the Offering are recorded, processed, summarized and reported, within the
time periods specified in the applicable rules and forms and is accumulated and communicated to the Company’s management,
including its chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure; and the Company makes and keeps books, records and accounts which, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Operating Partnership.  The
Company and the Operating Partnership maintain a system of internal accounting controls sufficient to provide reasonable assurances
that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are
recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general
or specific authorization; and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.  To the Company’s knowledge, neither the Company
nor the Operating Partnership, nor any employee or agent thereof, has made any payment of funds of the Company or the Operating
Partnership, as the case may be, or received or retained any funds, and no funds of the Company, or the Operating Partnership,
as the case may be, have been set aside to be used for any payment, in each case in material violation of any law, rule or regulation
applicable to the Company or the Operating Partnership.


 


1.18      Material
Relationships.  No relationship, direct or indirect, exists between or among the Company, on the one hand, and the
directors, officers, security holders of the Company, the Operating Partnership, or their respective affiliates, on the other hand,
which is required to be described in the Prospectus and which is not so described.


 


1.19      Possession
of Licenses and Permits.  The Company possesses adequate permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate federal, state, local and foreign regulatory
agencies or bodies necessary to conduct the business now operated by it, except where the failure to obtain such Governmental Licenses,
singly or in the aggregate, would not have a Material Adverse Effect; the Company is in compliance with the terms and condition
of all such Governmental Licenses, except where the failure to so comply would not, singly or in the aggregate, have a Material
Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental
Licenses to be in full force and effect would not have a Material Adverse Effect; and, as of the date hereof, the Company has not
received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.


 


1.20      Subsidiaries.  Each
“significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) and each other entity
in which the Company holds a direct or indirect ownership interest that is material to the Company (each a “Subsidiary”
and, collectively, the “Subsidiaries”) has been duly organized or formed and is validly existing as a corporation,
partnership, limited liability company or similar entity in good standing under the laws of the jurisdiction of its incorporation
or organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification
is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to
be so qualified would not reasonably be expected to have a Material Adverse Effect.  The only direct Subsidiaries of
the Company as of the date of the Registration Statement or the most recent amendment to the Registration Statement, as applicable,
are the Subsidiaries described or identified in the Registration Statement or such amendment to the Registration Statement.


 




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1.21      Possession
of Intellectual Property.  The Company and the Operating Partnership own or possess, have the right to use or can
acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks,
trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the
business now operated by the Company and the Operating Partnership, respectively, except where the failure to have such ownership
or possession would not, singly or in the aggregate, have a Material Adverse Effect.  Unless otherwise disclosed in the
Prospectus, neither the Company nor the Operating Partnership has received any notice or is not otherwise aware of any infringement
of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which
would render any Intellectual Property invalid or inadequate to protect the interest of the Company and/or the Operating Partnership
therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy,
singly or in the aggregate, would result in a Material Adverse Effect.


 


1.22     Advertising
and Sales Materials.  All advertising and supplemental sales literature prepared or approved by the Company or BRG
Manager, LLC, a Delaware limited liability company that serves as the Company’s manager pursuant to the terms of the Management
Agreement, as amended (the “Manager”), whether designated solely for “broker-dealer use only” or
otherwise, to be used or delivered by the Company, the Manager or the Dealer Manager in connection with the Offering (the “Authorized
Sales Materials”), will not contain any untrue statement of material fact or omit to state a material fact required to
be stated therein, in light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith,
not misleading.  Furthermore, all such Authorized Sales Materials will have received all required regulatory approval,
which may include, but is not limited to, the Commission and state securities agencies, as applicable, prior to use, except where
the failure to obtain such approval would not, individually or in the aggregate, result in a Material Adverse Effect.


 


1.23      Compliance
with Privacy Laws and the USA PATRIOT Act.  The Company complies in all material respects with applicable privacy
provisions of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”) and applicable provisions of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2001,
as amended (the “USA PATRIOT Act”).


 


1.24     Good
and Marketable Title to Assets.  Except as otherwise disclosed in the Prospectus:


 


(a)         the
Company and its Subsidiaries have good and insurable or good, valid and insurable title (either in fee simple or pursuant to a
valid leasehold interest) to all properties and assets described in the Prospectus as being owned or leased, as the case may be,
by them and to all properties reflected in the Company’s most recent consolidated financial statements included in the Prospectus,
and neither the Company nor any of its Subsidiaries has received notice of any claim that has been or may be asserted by anyone
adverse to the rights of the Company or any Subsidiary with respect to any such properties or assets (or any such lease) or affecting
or questioning the rights of the Company or any such Subsidiary to the continued ownership, lease, possession or occupancy of such
property or assets, except for such claims that could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;


 


(b)          there
are no liens, charges, encumbrances, claims or restrictions on or affecting the properties and assets of the Company or any of
its Subsidiaries which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;


 


(c)          no
person or entity, including, without limitation, any tenant under any of the leases pursuant to which the Company or any of its
Subsidiaries leases (as a lessor) any of its properties (whether directly or indirectly through other partnerships, limited liability
companies, business trusts, joint ventures or otherwise) has an option or right of first refusal or any other right to purchase
any of such properties, except for such options, rights of first refusal or other rights to purchase which, individually or in
the aggregate, are not material with respect to the Company and its subsidiaries considered as one enterprise;


 




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(d)         to
the Company’s knowledge, each of the properties of the Company or any of its Subsidiaries has access to public rights of
way, either directly or through insured easements, except where the failure to have such access would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect;


 


(e)          to
the Company’s knowledge, each of the properties of the Company or any of its Subsidiaries is served by all public utilities
necessary for the current operations on such property in sufficient quantities for such operations, except where failure to have
such public utilities could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;


 


(f)          to
the knowledge of the Company, each of the properties of the Company or any of its Subsidiaries complies with all applicable codes
and zoning and subdivision laws and regulations, except for such failures to comply which could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect;


 


(g)          all
of the leases under which the Company or any of its Subsidiaries hold or use any real property or improvements or any equipment
relating to such real property or improvements are in full force and effect, except where the failure to be in full force and effect
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Affect, and neither the Company
nor any of its Subsidiaries is in default in the payment of any amounts due under any such leases or in any other default thereunder
and the Company knows of no event which, with the passage of time or the giving of notice or both, could constitute a default under
any such lease, except such defaults that could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;


 


(h)         to
the knowledge of the Company, there is no pending or threatened condemnation, zoning change, or other proceeding or action that
could in any manner affect the size of, use of, improvements on, construction on or access to the properties of the Company or
any of its Subsidiaries, except such proceedings or actions that could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect; and


 


(i)          neither
the Company nor any of its Subsidiaries nor any lessee of any of the real property improvements of the Company or any of its Subsidiaries
is in default in the payment of any amounts due or in any other default under any of the leases pursuant to which the Company or
any of its subsidiaries leases (as lessor) any of its real property or improvements (whether directly or indirectly through partnerships,
limited liability companies, joint ventures or otherwise), and the Company knows of no event which, with the passage of time or
the giving of notice or both, would constitute such a default under any of such leases, except such defaults as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


1.25      Registration
Rights.  Except as otherwise disclosed in the Prospectus, there are no persons, other than the Company, with registration
or other similar rights to have any securities of the Company or the Operating Partnership registered pursuant to the Registration
Statement or otherwise registered by the Company under the Securities Act, or included in the Offering contemplated hereby.


 


1.26      Taxes.  The
Company and the Operating Partnership have filed all federal, state and foreign income tax returns which have been required to
be filed on or before the due date (taking into account all extensions of time to file), and has paid or provided for the payment
of all taxes indicated by said returns and all assessments received by the Company and each of its Subsidiaries to the extent that
such taxes or assessments have become due, except where the Company is contesting such assessments in good faith and except for
such taxes and assessments the failure of which to pay would not reasonably be expected to have a Material Adverse Effect.


 


1.27      Authorized
Use of Trademarks.  Any required consent and authorization has been obtained for the use of any trademark or service
mark in any advertising and supplemental sales literature or other materials delivered by the Company to the Dealer Manager or
approved by the Company for use by the Dealer Manager and, to the Company’s knowledge, its use does not constitute the unlicensed
use of intellectual property.


 




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2.             Covenants
of the Company and the Operating Partnership.


 


The Company and the Operating Partnership
hereby jointly and severally covenant and agree with the Dealer Manager that:


 


2.1        Compliance
with Securities Laws and Regulations.  The Company will: (a) use commercially reasonable efforts to cause any subsequent
amendments to the Registration Statement thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager
of (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) the time
and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus,
and (iii) the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file
every amendment or supplement to the Registration Statement or the Prospectus that may be required by the Commission or under the
Securities Act; and (d) if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration
Statement, the Company will promptly notify the Dealer Manager and, to the extent the Company determines such action is in the
best interest of the Company, use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible
time.


 


2.2        Delivery
of Registration Statement, Prospectus and Sales Materials.  The Company will, at no expense to the Dealer Manager,
furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits
thereto, and the Prospectus as the Dealer Manager may reasonably request.  The Company will similarly furnish to the
Dealer Manager and others designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection
with the Offering of: (a) the Prospectus in preliminary and final form and every form of supplemental or amended Prospectus; and
(b) the Authorized Sales Materials.


 


2.3        Blue
Sky Qualifications.  If required, the Company will use commercially reasonable efforts to qualify the Units and the
Class A Shares issuable upon exercise of the Warrants for offering and sale under the securities or blue sky laws of such jurisdictions
as the Dealer Manager and the Company shall mutually agree upon and to make such applications, file such documents and furnish
such information as may be reasonably required for that purpose. The Company will, at the Dealer Manager’s request, furnish
the Dealer Manager with a copy of such papers filed by the Company in connection with any such qualification. The Company will
promptly advise the Dealer Manager of the issuance by such securities administrators of any stop order preventing or suspending
the use of the Prospectus or of the institution of any proceedings for that purpose, and will use commercially reasonable efforts
to obtain the removal thereof as promptly as possible. The Dealer Manager will cause its outside counsel to furnish it and the
Company with a Blue Sky Survey dated as of the initial Effective Date, which will be supplemented to reflect changes or additions
to the information disclosed in such survey.


 


2.4        [Reserved]


 


2.5        Material
Disclosures.  If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs
as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omits
to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not
misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the
Dealer Manager) and the Dealer Manager and the Participating Broker-Dealers shall suspend the offering and sale of the Units in
accordance with Section 4.13 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to
resume the offering and sale of the Units and (b) has prepared any required supplemental or amended Prospectus as shall be necessary
to correct such statement or omission and to comply with the requirements of the Securities Act.


 


2.6        Use
of Proceeds.  The Company will apply the proceeds from the sale of the Units as stated in the Prospectus in all material
respects.


 




    Page 8 of 21


     


    

 


2.7        Transfer
Agent.  The Company will engage and maintain, at its expense, a registrar and transfer agent for the Units.


 


3.            Payment
of Expenses and Fees.


 


3.1        Company
Expenses.  Subject to the limitations described below, the Company agrees to pay all costs and expenses incident
to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including
expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement
(including, without limitation, financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or
supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Broker-Dealers
(including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Units and
the Series B Preferred Stock and Warrants compromising them, including any stock or other transfer taxes or duties payable upon
the sale of the Units; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants
and other advisors; (d) filing for review by FINRA of all necessary documents and information relating to the Offering and the
Units (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (e) the fees and
expenses of any transfer agent or registrar for the Units and miscellaneous expenses referred to in the Registration Statement;
(f) all costs and expenses incident to the travel and accommodation of the Manager’s personnel, in making road show presentations
and presentations to Participating Broker-Dealers and other broker-dealers and financial advisors with respect to the offering
of the Units; and (g) the performance of the Company’s other obligations hereunder.  Notwithstanding the foregoing,
the Company shall not directly pay, or reimburse the Manager for, the costs and expenses described in this Section 3.1 if
the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering
expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1,
all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described
in Section 3.3) to exceed 15% of the gross proceeds from the sale of the Units.


 


3.2        Dealer
Manager Expenses.  In addition to payment of the Company expenses, the Company shall reimburse the Dealer Manager
as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing
rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) attendance at broker-dealer
sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars;
(b) legal fees and expenses of counsel to the dealer manager; and (c) customary promotional items; provided, however, that,
no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting
compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Units, excluding reimbursement
of bona fide due diligence expenses as provided under Section 3.3.


 


3.3        Due
Diligence Expenses.  In addition to reimbursement as provided under Section 3.2, the Company shall also reimburse
the Dealer Manager, and any Participating Broker-Dealer, as appropriate, for reasonable bona fide due diligence expenses
incurred by the Dealer Manager or any Participating Broker-Dealer; provided, however, that no due diligence expenses
shall be reimbursed by the Company pursuant to this Section 3.3 which would cause the aggregate of  (a) all Company expenses
described in Section 3.1, (b) all underwriting compensation paid to the Dealer Manager and any Participating Broker-Dealer and
(c) the bona fide due diligence expenses reimbursed pursuant to this Section 3.3 to exceed 15% of the gross
proceeds from the sale of the Units. Such due diligence expenses may include travel, lodging, meals and other reasonable out-of-pocket
expenses incurred by the Dealer Manager or any Participating Broker-Dealer and their personnel when visiting the Company’s
offices or properties to verify information relating to the Company or its properties.  The Dealer Manager or any Participating
Broker-Dealer shall provide a detailed and itemized invoice to the Company for any such due diligence expenses.


 


4.             Representations,
Warranties and Covenants of Dealer Manager.


 


The Dealer Manager hereby represents and
warrants to, and covenants and agrees with the Company and the Operating Partnership as of the date hereof and at all times during
the Offering Period as that term is defined below (provided that, to the extent representations and warranties are given only as
of a specified date or dates, the Dealer Manager only makes such representations and warranties as of such date or dates) as follows:


 




    Page 9 of 21


     


    




 


4.1         Good
Standing of the Dealer Manager.  The Dealer Manager is a limited liability company duly organized and validly existing
under the laws of the Commonwealth of Massachusetts, with full power and authority to conduct its business and to enter into this
Agreement and to perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered
by the Dealer Manager and is a legal, valid and binding agreement of the Dealer Manager enforceable against the Dealer Manager
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the
enforceability of the indemnity provisions and the contribution provisions contained in Sections 7 and 8 of this Agreement, respectively,
may be limited under applicable securities laws.


 


4.2        Compliance
with Applicable Laws, Rules and Regulations.  The Dealer Manager represents to the Company that (i) it is a member
of FINRA in good standing, and (ii) it and its employees and representatives who will perform services hereunder have all required
licenses and registrations to act under this Agreement.  With respect to its participation and the participation by each
Participating Broker-Dealer in the offer and sale of the Units (including, without limitation any resales and transfers of Units),
the Dealer Manager agrees, and, by virtue of entering into the Participating Broker-Dealer Agreement, each Participating Broker-Dealer
shall have agreed, to comply with any applicable requirements of the Securities Act and the Exchange Act, applicable state securities
or blue sky laws, and FINRA Rules, specifically including, but not in any way limited to, NASD Conduct Rules 2130, 2340 and 2420
and FINRA Rules 2310 and 5141 therein.


 


4.3        AML
Compliance.  The Dealer Manager represents to the Company that it has established and implemented anti-money laundering
compliance programs in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Regulations and the
USA PATRIOT Act, specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist
Financing Act of 2001 (the “Money Laundering Abatement Act,” and together with the USA PATRIOT Act, the “AML
Rules”) reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering
and sale of the Units.  The Dealer Manager further represents that it is currently in compliance with all AML Rules and
will require each Participating Broker-Dealer to comply with all AML Rules, specifically including, but not limited to, the Customer
Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants
to remain in compliance with such requirements, and to require each Participating Broker-Dealer to remain in compliance with such
requirements, and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification
(i) each of the Dealer Manager’s and each Participating Broker-Dealer’s AML Program is consistent with the AML Rules
and (ii) each of the Dealer Manager and each Participating Broker-Dealer is currently in compliance with all AML Rules, specifically
including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement
Act.


 


4.4        Accuracy
of Information.  The Dealer Manager represents and warrants to the Company, the Operating Partnership and each person
that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus
and all other information furnished to the Company by the Dealer Manager in writing expressly for use in the Registration Statement,
any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading.


 


4.5        Suitability.  The
Dealer Manager will offer Units, and in its agreement with each Participating Broker-Dealer will require that the Participating
Broker-Dealer offer Units, only to Persons in the states in which it is advised in writing by its counsel that the Units are qualified
for sale or that such qualification is not required. In offering Units, the Dealer Manager will require that the Participating
Broker-Dealer comply, with the provisions of all applicable laws, rules and regulations relating to suitability of investors, including
without limitation the FINRA Conduct Rules. The Dealer Manager shall, and each Participating Broker-Dealer shall agree to, maintain,
for at least six years or a period of time not less than that required in order to comply with all applicable federal, state and
other regulatory requirements, whichever is later, a record of the information obtained to determine that an investor meets the
suitability standards imposed, if any, on the offer and sale of the Units (both at the time of the initial subscription and at
the time of any additional subscriptions) and a representation of the investor that the investor is investing for the investor’s
own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made
met the suitability standards. Except to the extent that the Dealer Manager makes any direct sales to investors, the Company agrees
that the Dealer Manager can satisfy its obligation by contractually requiring such information to be maintained by the investment
advisers or banks referred to in Section 3(b) of the Participating Broker-Dealer Agreement.


 




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4.6        Recordkeeping.  The
Dealer Manager agrees to comply, and to require each Participating Broker-Dealer to comply, with the record keeping requirements
of the Exchange Act, including but not limited to, Rules 17a-3 and 17a-4 promulgated under the Exchange Act.  The Dealer
Manager further agrees to keep, and to require each Participating Broker-Dealer to keep, such records with respect to each customer
who purchases Units, the customer’s suitability and the amount of Units sold, and to retain such records for such period
of time as may be required by the Commission, any state securities commission, FINRA or the Company.


 


4.7         Customer
Information.  The Dealer Manager shall:


 


(a)          abide
by and comply with (i) the privacy standards and requirements of the GLB Act; (ii) the privacy standards and requirements of any
other applicable federal or state law; and (iii) its own internal privacy policies and procedures, each as may be amended from
time to time;


 


(b)          refrain
from the use or disclosure of nonpublic personal information (as defined under the GLB Act) of all customers who have opted out
of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and


 


(c)          determine
which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary,
retrieving an aggregated list of such customers from the Participating Broker-Dealers (the “List”) to identify
customers that have exercised their opt-out rights.  In the event either party uses or discloses nonpublic personal information
of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult
the List to determine whether the affected customer has exercised his or her opt-out rights.  Each party understands
that it is prohibited from using or disclosing any nonpublic personal information of any customer that is identified on the List
as having opted out of such disclosures.


 


4.8        Resale
of Series B Redeemable Preferred Stock and Warrants .  The Dealer Manager agrees, and each Participating Broker-Dealer
shall have agreed, to comply with any applicable requirements with respect to its and each Participating Broker-Dealer’s
participation in any resales or transfers of the Series B Redeemable Preferred Stock or the Warrants.  In addition, the
Dealer Manager agrees, and each Participating Broker-Dealer shall have agreed, that should it or they assist with the resale or
transfer of the Series B Redeemable Preferred Stock or the Warrants, it and each Participating Broker-Dealer will fully comply
with all applicable FINRA rules and any other applicable federal or state laws.


 


4.9        [Reserved]


 


4.10      Distribution
of Prospectuses.  The Dealer Manager is familiar with Rule 15c2-8 under the Exchange Act, relating to the distribution
of preliminary and final Prospectuses, and confirms that it has complied and will comply therewith.


 


4.11      Authorized
Sales Materials.  The Dealer Manager shall use and distribute in conjunction with the offer and sale of any Units
only the Prospectus and the Authorized Sales Materials.


 


4.12      Materials
for Broker-Dealer Use Only.  The Dealer Manager represents and warrants to the Company that it will not use any sales
literature not authorized and approved by the Company or use any “broker-dealer use only” materials with members of
the public in connection with offers or sales of the Units.


 


4.13      Suspension
or Termination of Offering.  The Dealer Manager agrees, and will require that each of the Participating Broker-Dealers
agree, to suspend or terminate the offering and sale of the Units upon request of the Company at any time and to resume offering
and sale of the Units upon subsequent request of the Company.


 




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5.            Sale
of Units.


 


5.1        Exclusive
Appointment of Dealer Manager.  The Company hereby appoints the Dealer Manager as its exclusive agent and managing
dealer during the period commencing with the date hereof and ending on the termination date of the Offering (the “Termination
Date”) described in the Prospectus (the “Offering Period”) to solicit, and to cause Participating
Broker-Dealers to solicit, purchasers of the Units at the purchase price to be paid in accordance with, and otherwise upon the
other terms and conditions set forth in, the Prospectus, and the Dealer Manager agrees to use its best efforts to procure purchasers
of the Units during the Offering Period.  The Units offered and sold through the Dealer Manager under this Agreement
shall be offered and sold only by the Dealer Manager and, at the Dealer Manager’s sole option, by any Participating Broker-Dealers
whom the Dealer Manager may retain, each of which shall be members of FINRA in good standing, pursuant to an executed Participating
Broker-Dealer Agreement with such Participating Broker-Dealer.  The Dealer Manager hereby accepts such agency and agrees
to use its best efforts to sell the Units on said terms and conditions.


 


5.2         Compensation.


 


(a)      Selling
Commissions.  Subject to volume discounts and other special circumstances described in or otherwise provided in the
“Plan of Distribution” section of the Prospectus or this Section 5.2, the Company will pay to the Dealer Manager selling
commissions in the amount up to 7.0% of the gross proceeds of the Units sold, which commissions may be reallowed in whole or in
part to the Participating Broker-Dealer who sold the Units giving rise to such commissions, as described more fully in the Participating
Broker-Dealer Agreement entered into with such Participating Broker-Dealer; provided, however, that no commissions
described in this clause (a) shall be payable in respect of the purchase of Units sold: (i) through an investment advisor representative
who is paid on a fee-for-service basis by the investor; (ii) by a Participating Broker-Dealer (or such Participating Broker-Dealer’s
registered representative), in its individual capacity, or by a retirement plan of such Participating Broker-Dealer (or such Participating
Broker-Dealer’s registered representative), or (iii) by an officer, director or employee of the Company, the Manager or their
respective affiliates.


 


(b)      Dealer
Manager Fee.  The Company will pay to the Dealer Manager a dealer manager fee in the amount of 3.0% of the gross
proceeds from the sale of the Units (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating
Broker-Dealers (as described more fully in the Participating Broker-Dealer Agreement entered into with such Participating Broker-Dealer),
which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited
to, the number of shares sold by such Participating Broker-Dealer, the assistance of such Participating Broker-Dealer in marketing
the Offering, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted
during the Offering Period.


 


 


5.3        Obligations
to Participating Broker-Dealers.  The Company will not be liable or responsible to any Participating Broker-Dealer
for direct payment of commissions or any reallowance of the Dealer Manager Fee to such Participating Broker-Dealer, it being the
sole and exclusive responsibility of the Dealer Manager for payment of commissions or any reallowance of the Dealer Manager Fee
to Participating Broker-Dealers.  Notwithstanding the above, the Company, in its sole discretion, may act as agent of
the Dealer Manager by making direct payment of commissions or reallowance of the Dealer Manager Fee to such Participating Broker-Dealers
without incurring any liability therefor.


 


6.             Submission
of Orders.


 


Each
Investor desiring to purchase Units in the Offering will be required to represent and warrant they have received a copy of the
Prospectus and have had sufficient time to review it. Each Investor will be required to provide either the Dealer Manager or a
Participating Broker-Dealer the minimal initial investment of at least $5,000, at the price of $1,000 per Unit.


 




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The Company is providing
two closing services provided by DTC through which investors can purchase Units. The first service is DTC Settlement. Investors
purchasing through DTC Settlement will coordinate with their registered representatives to pay the full purchase price for their
Units by the settlement date, and such payments will not be held in escrow. The second service is DRS Settlement. Investors permitted
to purchase through DRS Settlement must complete and sign subscription agreements, which will be delivered to the escrow agent,
[________]. In addition, Investors utilizing the DRS Settlement service must pay the full purchase price for their Units to the
escrow agent, to be held in trust for the investor’s benefit pending release to the Company.


 


(a)        The
methods of delivery of the Investors’ subscription to the Company are detailed as follows:


 


		(i)	DRS Settlement. Subject to compliance with Rule 15c2-4 of the Exchange Act, in connection
with the purchases using DRS Settlement, the Dealer Manager or Participating Broker-Dealer, as applicable, will promptly deposit
any checks received from subscribers in an escrow account maintained by [___________] by the end of the next business day following
receipt of the subscriber’s subscription documents and check. Where the subscription review procedures are more lengthy than
customary or pursuant to a Participating Broker-Dealer’s internal supervising review procedures, a subscriber’s check
shall be transmitted by the end of the next business day following receipt by the review office. Any subscription payments received
by the escrow agent will be deposited into a special non-interest bearing account in the Company’s name until such time as
the Company has either accepted or rejected the subscription and will be held in trust for the Investor’s benefit, pending
the acceptance of the subscription. Subscriptions will be accepted or rejected within 10 business days of receipt by the Company,
and, if rejected, all funds shall be returned to the rejected subscribers within 10 business days. If accepted, the funds will
be transferred into the Company’s general account on the next closing date. The Company will provide Investors a confirmation
of their purchase subsequent to closing, and will generally admit stockholders on a semimonthly basis.



 


		(ii)	DTC Settlement. Registered representatives whose clients are investing through DTC Settlement
must coordinate with their clients to pay the full purchase price for the Units by the settlement date. Investor payments under
the DTC Settlement option will not be held in escrow. Investors must warrant and represent to the registered representative that
they have received a copy of the Prospectus and have had time to review it.



  


(b)        Subscription Procedure.
Each Person desiring to purchase Units through the Dealer Manager, or any other Participating Broker- Dealer, must comply with
the subscription procedure applicable to them, as described in the Prospectus.


 


(c)        Completed
Sale.  A sale of a Unit shall be deemed by the Company to be completed for purposes of Section 5.2 if
and only if (i) the Company has received payment of the full purchase price of each purchased Unit, from an investor who satisfies
the minimum purchase requirements set forth in the Registration Statement as determined by the Participating Broker-Dealer, or
the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription,
and, if using DRS Settlement, a properly completed and executed Subscription Agreement, and (iii) such investor has been admitted
as a stockholder of the Company. In addition, no sale of Units shall be completed until at least five business days after the date
on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company,
in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no
reason, and no commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription
which is rejected. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a
day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.


 




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7.             Indemnification.


 


7.1        Indemnified
Parties Defined.  For the purposes of this Section 7, an entity’s “Indemnified Parties”
shall include such entity’s officers, directors, employees, members, partners, affiliates, agents and representatives, and
each person, if any, who controls such entity within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act.


 


7.2        Indemnification
of the Dealer Manager and Participating Broker-Dealers.  The Company and the Operating Partnership, jointly and severally,
will indemnify, defend (subject to Section 7.6) and hold harmless the Dealer Manager and the Participating Broker-Dealers, and
their respective Indemnified Parties, from and against any losses, claims (including the reasonable cost of investigation), damages
or liabilities, joint or several, to which such Participating Broker-Dealers or the Dealer Manager, or their respective Indemnified
Parties, may become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in part, any material inaccuracy
in a representation or warranty contained herein by either the Company or the Operating Partnership, any material breach of a covenant
contained herein by either the Company or the Operating Partnership, or any material failure by either the Company or the Operating
Partnership to perform its obligations hereunder or to comply with state or federal securities laws applicable to the Offering,
or (b) any untrue statement or alleged untrue statement of a material fact contained (i) in any Registration Statement or any post-effective
amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized Sales Materials
or (iii) in any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of
qualifying any or all of the Units or the Class A Shares issuable on exercise of the Warrants for sale under the securities laws
of any jurisdiction or based upon written information furnished by the Company or the Operating Partnership under the securities
laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”),
or (c) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective
amendment thereof or in the Prospectus or any amendment or supplement to the Prospectus or necessary to make the statements therein
not misleading, and the Company and the Operating Partnership will reimburse each Participating Broker-Dealer or the Dealer Manager,
and their respective Indemnified Parties, for any legal or other expenses reasonably incurred by such Participating Broker-Dealer
or the Dealer Manager, and their respective Indemnified Parties, in connection with investigating or defending such loss, claim,
damage, liability or action; provided, however, that the Company or the Operating Partnership will not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished
either (x) to the Company or the Operating Partnership by the Dealer Manager or (y) to the Company, the Operating Partnership or
the Dealer Manager by or on behalf of any Participating Broker-Dealer, in each case expressly for use in the Registration Statement
or any post-effective amendment thereof, or the Prospectus or any such amendment thereof or supplement thereto.  This
indemnity agreement will be in addition to any liability which either the Company or the Operating Partnership may otherwise have.


 


7.3        Dealer
Manager Indemnification of the Company and the Operating Partnership.  The Dealer Manager will indemnify, defend
and hold harmless the Company and the Operating Partnership, their respective Indemnified Parties and each person who has signed
the Registration Statement, from and against any losses, claims, damages or liabilities to which any of the aforesaid parties may
become subject, under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims (including the reasonable
cost of investigation), damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) in whole or in
part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager, any material breach of a
covenant contained herein by the Dealer Manager, or any material failure by the Dealer Manager to perform its obligations hereunder
or (b) any untrue statement or any alleged untrue statement of a material fact contained (i) in any Registration Statement or any
post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus or (ii) in any Authorized
Sales Materials or (iii) any Blue Sky Application, or (c) the omission or alleged omission to state a material fact required to
be stated in the Registration Statement or any post-effective amendment thereof or in the Prospectus or any amendment or supplement
to the Prospectus or necessary to make the statements therein not misleading, provided, however, that in each case
described in clauses (b) and (c) to the extent, but only to the extent, that such untrue statement or omission was made in reliance
upon and in conformity with written information furnished to the Company or the Operating Partnership by the Dealer Manager specifically
for use with reference to the Dealer Manager in the preparation of the Registration Statement or any such post-effective amendments
thereof or the Prospectus or any such amendment thereof or supplement thereto, or (d) any use of sales literature by the Dealer
Manager not authorized or approved by the Company or any use of “broker-dealer use only” materials with members of
the public concerning the Units by the Dealer Manager, or (e) any untrue statement made by the Dealer Manager or its representatives
or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which
they were made, not misleading in connection with the offer and sale of the Units, or (f) any material violation by the Dealer
Manager of this Agreement, or (g) any failure by the Dealer Manager to comply with applicable laws governing money laundry abatement
and anti-terrorist financing efforts in connection with the Offering, including applicable FINRA Rules, Exchange Act Regulations
and the USA PATRIOT Act, or (h) any other failure by the Dealer Manager to comply with applicable FINRA or Exchange Act Regulations.  The
Dealer Manager will reimburse the aforesaid parties in connection with investigation or defense of such loss, claim, damage, liability
or action.  This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.


 




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7.4        Participating
Broker-Dealer Indemnification of the Company and the Operating Partnership.  By virtue of entering into the Participating
Broker-Dealer Agreement, each Participating Broker-Dealer severally will agree to indemnify, defend and hold harmless the Company,
the Operating Partnership, the Dealer Manager, each of their respective Indemnified Parties, and each person who signs the Registration
Statement, from and against any losses, claims, damages or liabilities to which the Company, the Operating Partnership, the Dealer
Manager, or any of their respective Indemnified Parties, or any person who signed the Registration Statement, may become subject,
under the Securities Act or otherwise, as more fully described in the Participating Broker-Dealer Agreement.


 


7.5        Action
Against Parties; Notification.  Promptly after receipt by any indemnified party under this Section 7 of notice of
the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 7, promptly notify the indemnifying party of the commencement thereof; provided, however, the failure
to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been
prejudiced by such failure.  In case any such action is brought against any indemnified party, and it notifies an indemnifying
party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying
party similarly notified, to participate in the defense thereof, with separate counsel.  Such participation shall not
relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject
to Section 7.6) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying
party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought.  Any
such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected
without the consent of such indemnifying party.


 


7.6        Reimbursement
of Fees and Expenses.  An indemnifying party under Section 7 of this Agreement shall be obligated to reimburse an
indemnified party for reasonable legal and other expenses as follows:


 


(a)    In
the case of the Company and/or the Operating Partnership indemnifying the Dealer Manager, the advancement of Company funds to the
Dealer Manager for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought
shall be permissible only if all of the following conditions are satisfied: (i) the legal action relates to acts or omissions with
respect to the performance of duties or services on behalf of the Company; (ii) the legal action is initiated by a third party
who is not a stockholder of the Company or the legal action is initiated by a stockholder of the Company acting in his or her capacity
as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Dealer Manager undertakes to
repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the Dealer
Manager is found not to be entitled to indemnification.


 


(b)    In
any case of indemnification other than that described in Section 7.6(a) above, the indemnifying party shall pay all legal
fees and expenses reasonably incurred by the indemnified party in the defense of such claims or actions; provided, however,
that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with
the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that
such actions or claims are alleged or brought by one or more parties against more than one indemnified party.  If such
claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged
to reimburse the expenses and fees of the one law firm that has been participating by a majority of the indemnified parties against
which such action is finally brought; and in the event a majority of such indemnified parties is unable to agree on which law firm
for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of
record representing an indemnified party against the action or claim.  Such law firm shall be paid only to the extent
of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed
by another law firm.


 






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8.             Contribution.


 


If the indemnification
provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (a)
in such proportion as is appropriate to reflect the relative benefits received by the Company and the Operating Partnership, the
Dealer Manager and the Participating Broker-Dealer, respectively, from the offering of the Units pursuant to this Agreement and
the relevant Participating Broker-Dealer Agreement or (b) if the allocation provided by clause (a) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the
relative fault of the Company and the Operating Partnership, the Dealer Manager and the Participating Broker-Dealer, respectively,
in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.


 


The relative benefits
received by the Company and the Operating Partnership, the Dealer Manager and the Participating Broker-Dealer, respectively, in
connection with the offering of the Units pursuant to this Agreement and the relevant Participating Broker-Dealer Agreement shall
be deemed to be in the same respective proportion as the total net proceeds from the offering of the Units pursuant to this Agreement
and the relevant Participating Broker-Dealer Agreement (before deducting expenses), received by the Company, and the total selling
commissions and Dealer Manager Fees received by the Dealer Manager and the Participating Broker-Dealer, respectively, in each case
as set forth on the cover of the Prospectus bear to the aggregate initial public offering price of the Units as set forth on such
cover.


 


The relative fault of
the Company and the Operating Partnership, the Dealer Manager and the Participating Broker-Dealer, respectively, shall be determined
by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact related to information supplied by the Company or the Operating Partnership, or by the Dealer
Manager or by the Participating Broker-Dealer, respectively, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


The Company, the Operating
Partnership, the Dealer Manager and the Participating Broker-Dealer (by virtue of entering into the Participating Broker-Dealer
Agreement) agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable contributions referred to above in
this Section 8.  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or alleged omission.


 


Notwithstanding the provisions
of this Section 8, the Dealer Manager and the Participating Broker-Dealer shall not be required to contribute any amount by which
the total amount of selling commissions and Dealer Manager Fees paid to them pursuant to Section 5 above exceeds the amount of
any damages which the Dealer Manager and the Participating Broker-Dealer have otherwise been required to pay by reason of any untrue
or alleged untrue statement or omission or alleged omission.


 


No party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party
who was not guilty of such fraudulent misrepresentation.


 




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For the purposes of this
Section 8, the Dealer Manager’s officers, directors, employees, members, partners, agents and representatives, and each person,
if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution of the Dealer Manager, and each of the officers, directors, employees, members,
partners, agents and representatives of the Company and the Operating Partnership, respectively, each officer of the Company who
signed the Registration Statement and each person, if any, who controls the Company or the Operating Partnership, within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution of the Company
and the Operating Partnership, respectively.  The Participating Broker-Dealers’ respective obligations to contribute
pursuant to this Section 8 are several in proportion to the number of Units sold by each Participating Broker-Dealer and not joint.


 


9.            Survival
of Provisions.


 


The respective agreements, representations
and warranties of the Company, the Operating Partnership, and the Dealer Manager set forth in this Agreement shall remain operative
and in full force and effect until the Termination Date regardless of: (a) any investigation made by or on behalf of the Dealer
Manager or any Participating Broker-Dealer or any person controlling the Dealer Manager or any Participating Broker-Dealer or by
or on behalf of the Company, the Operating Partnership or any person controlling the Company; and (b) the delivery of payment for
the Units.  Following the termination of this Agreement, this Agreement will become void and there will be no liability
of any party to any other party hereto, except for obligations under Sections 7, 8, 9, 10, 12, 13, 14 and 16, all of which will
survive the termination of this Agreement.


 


10.          Applicable
Law; Venue.


 


This Agreement was executed and delivered
in, and its validity, interpretation and construction shall be governed by the laws of, the State of New York; provided
however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 10.  Venue
for any action brought hereunder shall lie exclusively in New York, New York.


 


11.          
Counterparts.


 


This Agreement may be executed in any number
of counterparts.  Each counterpart, when executed and delivered, shall be an original contract, but all counterparts,
when taken together, shall constitute one and the same Agreement.


 


12.           Entire
Agreement.


 


This Agreement and the Exhibit attached
hereto constitute the entire agreement among the parties and supersede any prior understanding, whether written or oral, prior
to the date hereof with respect to the Offering.


 


13.           Successors
and Amendment.


 


13.1      Successors.  This
Agreement shall inure to the benefit of and be binding upon the Dealer Manager and the Company and the Operating Partnership and
their respective successors and permitted assigns and shall inure to the benefit of the Participating Broker-Dealers to the extent
set forth in Sections 1 and 5 hereof.  Nothing in this Agreement is intended or shall be construed to give to any other
person any right, remedy or claim, except as otherwise specifically provided herein.


 


13.2      Assignment.  Neither
the Company or Operating Partnership, nor the Dealer Manager may assign or transfer any of such party’s rights or obligations
under this Agreement without the prior written consent of the Dealer Manager, on the one hand, or the Company and the Operating
Partnership, acting together, on the other hand.


 


13.3      Amendment.  This
Agreement may be amended only by the written agreement of the Dealer Manager, the Company and the Operating Partnership.


 




    Page 17 of 21


     


    

  


14.          Term
and Termination.


 


14.1      Termination;
General.  This Agreement may be terminated by the Company upon ten (10) calendar days’ written notice to the
other party in accordance with Section 16 below.  In any case, this Agreement shall expire at the close of business on
the Termination Date.


 


14.2      Dealer
Manager Obligations Upon Termination.  The Dealer Manager, upon the expiration or termination of this Agreement,
shall (a) promptly deposit any and all funds, if any, in its possession which were received from investors for the sale of Units
into the appropriate account designated by the Company for the deposit of investor funds, (b) promptly deliver to the Company all
records and documents in its possession which relate to the Offering and are not designated as dealer copies, (c) provide a list
of all purchasers and broker-dealers with whom the Dealer Manager has initiated oral or written discussions regarding the Offering,
and (d) notify Participating Broker-Dealers of such termination.  The Dealer Manager, at its sole expense, may make and
retain copies of all such records and documents, but shall keep all such information confidential.  The Dealer Manager
shall use its best efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party
designated by the Company.


 


14.3      Company
Obligations Upon Termination.  Upon expiration or termination of this Agreement, the Company shall pay to the Dealer
Manager all compensation to which the Dealer Manager is or becomes entitled under Section 5 hereof at such time as such compensation
becomes payable.


 


15.            Confirmation.


 


The Company hereby agrees and assumes the
duty to confirm on its behalf and on behalf of dealers or brokers who sell the Units all orders for purchase of Units accepted
by the Company.  Such confirmations will comply with the rules of the Commission and FINRA, and will comply with applicable
laws of such other jurisdictions to the extent the Company is advised of such laws in writing by the Dealer Manager.


 


16.            Notices.


 


Any notice, approval, request, authorization,
direction or other communication under this Agreement shall be deemed given (a) when delivered personally, (b) on the first business
day after delivery to a national overnight courier service, (c) upon receipt of confirmation if sent via facsimile, or (d) on the
fifth business day after deposited in the United States mail, properly addressed and stamped with the required postage, registered
or certified mail, return receipt requested, in each case to the intended recipient at the address set forth below:


 


	If to the Company:	 	Bluerock Residential Growth REIT, Inc.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Facsimile: [ (646) 278-4220]
	 	 	Attention: R. Ramin Kamfar
	 	 	 
	With a copy to:	 	Kaplan Voekler Cunningham & Frank, PLC
	 	 	1401 East Cary Street
	 	 	Richmond, VA 23219
	 	 	Facsimile: (804) 823-4099
	 	 	Attention:  Richard P. Cunningham, Esq.
	 	 	 
	If to the Operating Partnership:	 	Bluerock Residential Holdings, L.P
	 	 	c/o Bluerock Residential Growth REIT, Inc.
	 	 	General Partner
	 	 	712 Fifth Avenue, 9th Floor 
	 	 	New York, New York 10019
	 	 	Facsimile: [(646) 278-4220]
	 	 	Attention: R. Ramin Kamfar
	 	 	 
	With a copy to:	 	Kaplan Voekler Cunningham & Frank, PLC
	 	 	1401 East Cary Street
	 	 	Richmond, VA 23219
	 	 	Facsimile: (804) 823-4099
	 	 	Attention:  Richard P. Cunningham, Esq.


 






    Page 18 of 21


     


    




 


	If to the Dealer Manager:	 	Bluerock Capital Markets, LLC
	 	 	17900 Skypark Circle, Suite 260
	 	 	Irvine, California 92614
	 	 	Facsimile: [(953) 346-3979]
	 	 	Attention: Kevin Boyle
	 	 	 
	With a copy to::	 	Kaplan Voekler Cunningham & Frank, PLC
	 	 	1401 East Cary Street
	 	 	Richmond, VA 23219
	 	 	Facsimile:  (804)  823-4099
	 	 	Attention:  Richard P. Cunningham, Esq.


 


Any party may change its address specified
above by giving the other party notice of such change in accordance with this Section 16.


 


[SIGNATURES ON FOLLOWING PAGE]


 




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If the foregoing correctly
sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this
letter and your acceptance shall constitute a binding agreement between us as of the date first above written.


 


	 	Very truly yours,
	 	 
	 	“COMPANY”
	 	 
	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC.
	 	 	 
	 	By:	/s/ R. Ramin Kamfar
	 	 	R. Ramin Kamfar
	 	 	President and Chief Executive Officer
	 	 	 
	 	“OPERATING PARTNERSHIP”
	 	 
	 	BLUEROCK RESIDENTIAL HOLDINGS, L.P
	 	.
	 	By:	Bluerock Residential Growth REIT, Inc.
	 	 	its General Partner
	 	 	 
	 	By:	/s/ R. Ramin Kamfar
	 	 	R. Ramin Kamfar
	 	 	President and Chief Executive Officer


 


Accepted and agreed as of the date first above written:


 


“DEALER MANAGER”


 


BLUEROCK CAPITAL MARKETS, LLC


 


	By:	/s/ Paul E. Dunn	 
	 	Name: Paul Dunn	 
	 	Title:  Senior Managing Director	 


 




    Page 20 of 21


     


    

  


EXHIBIT A


 


FORM OF PARTICIPATING BROKER-DEALER AGREEMENT


 




    Page 21 of 21